History of Sales Law
Un. Sales Act 1-8
Un. Sales Act 9-16
Un. Sales Act 17-22
Un. Sales A. 23-32
Un. Sales A. 33-40
Un. Sales A. 41-46
Un. Sales A. 47-56
Un. Sales A. 57-62
Un. Sales A. 63-68
Un. Sales A. 69-75
Un. Sales A. 76-79
Comment, Sec. 1-2
Statute of Frauds I
Statute of Frauds II
Chose in Action
Chose in Action II
Chose in Action III
Chose in Action IV
The Uniform Sales Act of 1906 I
Prof. Bill Long 11/19/05
The Text of Sections 1-8
The USA of 1906 is not online in any other place. It is not printed in any of the excerpts or printings of the UCC I have seen. You have to go to an appendix of a treatise on sales from the 1930s or 1940s to find the text. I am reproducing it here from the appendix of Lawrence Vold's 1931 Handbook of the Law of Sales. I will print the text of the entire USA in the next several essays, and then move to expositions of some of its provisions.
Formation of the Contract
Section 1--[Contracts to Sell and Sales.] 1. A contract to sell goods is a contract whereby the seller agrees to transfer the property in goods to the buyer for a consideration called the price.
2. A sale of goods is an agreement whereby the seller transfers the property in goods to the buyer for a consideration called the price.
3. A contract to sell or a sale may be absolute or conditional.
4. There may be a contraxt to sell or a sale between one part owner and another.
Section 2--[Capacity--Liabilities for Necessaries.] Capacity to buy and sell is regulated by the general law concerning capacity to contract, and to transfer and acquire property.
Where necessaries are sold and delivered to an infant, or to a person who by reason of mental incapacity or drunkenness is incompetent to contract, he must pay a reasonable price therefor.
Necessaries in this section means goods suitable to the condition in life of such infant or other person, and to his atual requirements at the time of delivery.
Formalities of the Contract
Section 3--[Form of Contract or sale.] Subject to the provisions of this act and any statute in that behalf, a contract to sell or a sale may be made in writing (either with or without seal), or by word of mouth, or partly in writing and partly by word of mouth, or may be inferred from the conduct of the parties.
Section 4--[Statute of Frauds.] (1) A contract to sell or a sale of any goods or choses in action of the value of five hundred dollars or upward shall not be enforceable by action unless the buyer shall accept part of the goods or choses in action so contracted to be sold or sold, and actually receive the same, or give something in earnest to bind the contract, or in part payment, or unless some note or memorandum in writing of the contract or sale be signed by the party to be charged or his agent in that behalf.
(2) The provisions of this section apply to every such contract or sale, notwithstanding that the goods may be intended to be delivered at some future time or may not at the time of such contract or sale be actually made, procured, or provided, or fit or ready for delivery, or some act may be requisite for the making or completing thereof, or rendering the same fit for delivery; but if the goods are to be manufactured by the seller especially for the buyer and are not suitable for sale to others in the ordinary course of the seller's business, the provisions of this section shall not apply.
(3) There is an acceptance of goods within the meaning of this section when the buyer, before or after delivery of the goods, expresses by word or conduct his assent to becoming the owner of those specified goods.
Subject-Matter of Contract
Section 5--[Existing and Future Goods.] 1. The goods which form the subject of a contract to sell may be either existing goods, owned or possessed by the seller, or goods to be manufactured or acquired by the seller after the making of the contract to sell, in this act called "future goods."
2. There may be a contract to sell goods, the acquisition of which by the seller depends upon a contingency which may or may not happen.
3. Where the parties purport to effect a present sale of future goods, the agreement operates as a contract to sell the goods.
Section 6--[Undivided Shares.] 1. There may be a contract to sell or a sale of an undivided share of goods. If the parties intend to effect a present sale, the buyer, by force of the agreement, becomes an owner in common with the owners of the remaining shares.
2. In the case of fungible goods, there may be a sale of an undivided share of a specific mass, though the seller purports to sell and the buyer to buy a definite number, weight or measure of the goods in the mass, and though the number, weight or measure of the goods in the mass is undetermined. By such a sale the buyer becomes owner in common of such a share or the mass as the number, weight or measure bought bears to the number, weight or measure of the mass. If the mass contains less than the number, weight or measure bought, the buyer becomes the owner of the whole mass and the seller is bound to make good the deficiency from similar goods unless a contrary intent appears.
Section 7--[Destruction of Goods Sold.] 1. Where the parties purport to sell specific goods, and the goods without the knowledge of the seller have wholly perished at the time when the agreemenet is made, the agreement is void.
2. Where the parties purport to sell specific goods, and the goods without the knowledge of the seller have perished in part or have wholly or in a material part so deteriorated, in quality as to be substantially changed in character, the buyer may at his option treat the sale--(a) As avoided, or (b) As transferring the property in all the existing goods or in so much thereof as have not deteriorated, and as blinding the buyer to pay the full agreed price if the sale was individisble or to pay the agreed price for the goods to which the property passses if the sale was divisible.
Section 8--[Destruction of Goods Contrated to be Sold.]
1. Where there is a contract to sell specific goods, and subsequently but before the risk passes to the buyer, without any fault on the part of the seller or the buyer, the goods wholly perish, the contract is thereby avoided.
2. Where there is a contract to sell specific goods and subsequently, but before the risk passes to the buyer, without any fault of the seller or the buyer, part of the goods perish or the whole or a material part of the goods so deteriorate in quality as to be substantially changed in character, the buyer may at his option treat the contract--a. As avoided, or b. As binding the seller to transfer the property in all of the existing goods or in so much thereof as have not deteriorated, and as binding the buyer to pay the full agreed price if the contract was indivisible, or to pay the agreed price for so much of the goods as the seller, by the buyer's option, is bound to transfer if the contract was divisible.
Copyright © 2004-2007 William R. Long